UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to Rule §240.14a-12

F.N.B. Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

C/O BROADRIDGE

P.O. BOX 1342

BRENTWOOD, NY 11717

D95630-P83290

Your Vote Counts!

F.N.B. CORPORATION

2023 Annual Meeting

Vote by May 9, 2023 11:59 PM ET. For shares held in a Plan,

vote by May 5, 2023 11:59 PM ET.

You invested in F.N.B. CORPORATION and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 10, 2023.

Get informed before you vote

View the Notice, 2023 Proxy Statement, 2022 Annual Report and 2022 Form 10-K online OR you can receive a free paper copy of voting material(s) by requesting prior to April 26, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

  

* Please check the meeting materials for any special requirements for accessing the meeting.

V1.1

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

									Board Recommends
Voting Items
1.	Election of 11 Directors
	Nominees:
	01)	Pamela A. Bena	04)	Vincent J. Delie, Jr.	07)	Frank C. Mencini	10)	John S. Stanik		For
	02)	William B. Campbell	05)	Mary Jo Dively	08)	David L. Motley	11)	William J. Strimbu
	03)	James D. Chiafullo	06)	David J. Malone	09)	Heidi A. Nicholas
2.	Advisory approval of the 2022 named executive officer compensation.									For
3.	Advisory approval on the frequency of future advisory votes on executive compensation.									Year
4.	Ratification of appointment of Ernst & Young LLP as F.N.B.’s independent registered public accounting firm for the 2023 fiscal year.									For

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                             D95631-P83290